On November 24, 1952, something strange happened in the
small, agriculturally-oriented Central Texas town of Rockdale. A visitor, seemingly from a
different world, changed the living habits of its people along with the general tempo and
appearance of its community.

The courting days of the 1950's has now, nearly 22
years later, turned into a love affair unmatched in many communities between industry and
townspeople.

It began innocently enough. The Korean War was raging
on and government needed aluminum to malce airplanes. Aluminum Company of America needed a
new facility to meet the demand. Rockdale, with its large lignite reserves, was the apple
in Alcoa's eye.

Thousands of acres of the "Cinderella fuel"
nestled beneath the earth's crust gave rise late in 1951 to the establishment of the
aluminum industry in Milam County. Aluminum production demands electric power to break
down ore, shipped in from South America, to form the lightweight, corrosion-free metal.

Demand for the metal by government and this abundance
of the electrical energy- producing fuel triggered boom-like industrialization when
Alcoa's multi-million dollar Rockdale Works raced into production only 13 months after
groundbreaking.

Tipping the giant vat to cast the first aluminum ingot
were the plant's first boss (now Alcoa board chairman and chief executive officer) John
D.Harper and smelting division manager R. T. Whitzel of Pittsburgh corporate headquarters.

Today, Rockdale Works is Aluminum Company of America's
largest worldwide metal producer with eight potlines and the capacity for turning out
280,000 tons annually or 1.5 million pounds per 24-hour, continuous operation day.

The original four-potline plant was expanded by two
more lines in 1956 and the Central Texas smelter became Alcoa's largest in 1969 with the
addition of the seventh and eighth lines. For the first time, Alcoa began producing more
aluminum in Texas than in any other state. Rockdale Works and Point Comfort Operations
down on the Gulf Coast have a joint capacity for making 455,000 tons annually.

Rockdale Works has one of the world's biggest carbon
electrode-making facilities and a diversified ingot plant which converts molten aluminum
into extrusion, sheet and remelt ingot. The latter produces everything from a 50-pound to
a 22,000-pound product.

A couple of fabricating facilities further enhanced the
company's local investment in the 1960's. An atomized aluminum powder unit was built in
1966 and has been expanded twice. It's now the biggest aluminum powder producer in the U.
S. Then came a redraw rod facility in 1968 which spews out "raw material" for
Alcoa's electrical conductor-or wire-fabricating plants, primarily its nearby Marshall
(Texas) Works.

And more has been recently installed.

In the fall of 1972 it was announced that Alcoa would
spend several million dollars installing a new casting facility at Rockdale Works,
permitting production of 30-foot sheet ingot weighing 40,000 pounds. The 14-month
construction project, which ended in April, is now in operation, according to works
manager Fred P. Bergeron.

The plant manager summed it up appropriately with the
news of that expansion by declaring it "another demonstration of Alcoa's faith in the
future of Rockdale Works, its people and an understanding, cooperative community which has
provided an excellent business climate for growth the last 22 years."

In contrast to the couple of hundred operating
personnel in 1952, Rockdale Works' 1974 employment exceeds 1,600 with an annual payroll of
over $20 million-or some $1.6 million a month.

Alcoa's community impact goes further. Like the $5
million in goods and services purchased annually from businesses throughout Central Texas.
And the $550,000 in city, school, county and state taxes that the company has paid this
year. It averages $10,577 a week in taxes for Rockdale Works.

The company is intent on being a good neighbor in each
of its operating communities, says Bergeron.

For example, the Alcoa Foundation gave $112,000 to the
Richards Memorial Hospital building fund and 10 acres of land for the hospital site. The
Alcoa Foundation also gives $2,275 annually to the local United Fund campaign.

In recent years, the Foundation has given $25,000 to
the St. Edward Hospital development fund in Cameron, $20,000 to the Johns Community
Hospital development fund in Taylor, $5,000 to the Rockdale Little League and S1,000 to
help bring the Dallas Symphony Orchestra to Milam County.

There's also Alcoa Lake, Rockdale Country Club and City
Park which have been made available to residents. Alcoa Lake, primarily built as a cooling
pond for the electrical generating facility, is open to fishermen and water lovers
everywhere and is stocked with crappie, bass and catfish.

The country club was constructed on property provided
by the company and is now owned and operated by community residents. Due to the tremendous
influx of Alcoa personnel, housing was constructed along with a swimming pool and adjacent
park. As soon as other housing was established, Alcoa homes were integrated within the
community and the park given to the city.

As for Alcoa's future here' Bergeron sees nothing but
more progress and prosperity for both the plant and community.

"We have a good fuel source, a work force intent
on making us more competitive and excellent support from our Central Texas
neighbors," he reflected. "A company couldn't ask for more. We're fortunate to
be here and I see nothing but continued growth and progress for Rockdale Works."

INDUSTRIAL GENERATING CO.

Lignite has long been important to the economy of Milam
County, Texas. McAlester Fuel Company, headquartered in McAlester, Oklahoma, header) by
Mr. J. G. Puterbaugh, began mining this natural resource in 1924 utilizing the best mining
techniques available at the time, but most antiquated by today's standards. The lignite
was handled in mule drawn coal haulers and taken out of the strip mine by a small train
for shipment to its customers-one being the University of Texas in Austin where the Milam
County lignite was used to warm the buildings. Texas A&M University, New Braunfels
Power Plant, ice plants, gins and oil mills were also McAlester Fuel Company customers.

The Aluminum Company of America's decision in the early
l9S0's to locate what is today its largest smelter in this Central Texas county was based
on the availability of lignite as a fuel source for the production of the electricity
required to produce aluminum. In cooperation with Alcoa and Texas Power & Light
Company, long time Rockdalian John Weed, Sr., who served McAlester Fuel Company as
superintendent, set out on the tremendous task of purchasing and leasing the land under
which the lignite rested. Studies indicate a lignite reserve adequate to provide fuel for
many years lies within the acreage purchased and leased by Mr. Weed.

On March 1, 1953, Industrial Generating Co. was
incorporated as a subsidiary of Texas Utilities Company to operate the lignite fired power
plant under the start up direction of Texas Power & Light Company, also a TU
subsidiary. IGC, a permanent operating contractor of the three 100 MW steam generating
units, is situated by the 500 acre "Alcoa Lake" which is fed by a pipeline from
Little River, 12 miles away. Water is pumped into the lake by massive pumps located near
Minerva, Texas.

The lignite is uncovered by gigantic Marion 7800
draglines which were, at the time of their purchase, the largest draglines manufactured.
The bucket was large enough to serve as a garage for a family car and had the capacity of
35 cubic yards as it took bite after bite of soil to reach the strata of coal many feet
below the surface. Bucket size has been increased to 38.5 cubic yards through updated
engineering. The coal, loaded by a Bucyrus-Erie 650B shovel into 44~/: ton Euclid haulers,
was transported to a crusher located at the end of the longest section of conveyor system
in the continental United States (3 miles long). The system has been shortened as
relocation of mining area has deemed necessary. This conveyor carried the crushed lignite
to the dryers at the power plant where it was crushed to a fine, powdery consistency
before being blown into the boiler to create the intense fire required to generate
electricity.

As IGC began to function, it was headed by E. T. Keck,
Vice President and Consultant from TP&L. Frank H. Stockton served as Power Department
Superintendent and T. L. Austin, Jr. as Fuel Department Superintendent. John Weed was
Production Superintendent until his retirement in 1957. Messrs. Keck and Stockton are both
retired from Texas Power & Light Company while Austin today serves as President and
Chief Executive for Texas Utilities Company.

Many experienced Texas Power & Light Company
employees were transferred into the opeation of the newly organized IGC, and several
McAlester Fuel Company employees were incorporated into the IGC work force: Fritz W. Koch,
C. C. Gest, Elwood W. Seelke, Webster D. Gilley Charlie Doss, Jr., Earnest A. Schlemmer,
Edgar Lee Tucker and Mr. Weed. T. L. Austin, Jr. was promoted to General Superintendent in
1954, followed in 1959 by Russell D. Brooks-now retired, and in 1966 by Earl L.
Voskamp-now Vice President of Operations, IGC-Dallas. Currently, Kenneth Smith is General
Superintendent, assisted by W. E. (Bill) Davis as Superintendent of the Power Department,
Richdard L. Wiggins as Superintendent of the Fuel Department, J. D. (Jim) Carter as
Manager of Personnel & Safety, and Ike D. Heide as Office Manager.

IGC has grown in its capabilities over the past 20
years in the strip mining and power production business and has been most proficient in
the business of generating electricity with lignite. The company has served this area well
as its employees have taken most active parts in the many civic and community endeavors
through the preceeding 20 years.